AMBARELLA INC — Director's Dealing 2014

Sep 10, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AMBARELLA INC (AMBA)
CIK: 0001280263
Period of Report: 2014-09-08

Reporting Person: PAISLEY CHRISTOPHER B (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-09-09	Ordinary Shares	M	1500.0	$6.0	Acquired	4278	Direct
2014-09-09	Ordinary Shares	S	1400.0	$38.9939	Disposed	2878	Direct
2014-09-09	Ordinary Shares	S	100.0	$39.67	Disposed	2778	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-09-09	Non-Qualified Stock Option (right to buy)	$6.0	M	1500.0	Disposed	2022-10-08	Ordinary Shares (1500)	Direct
2014-09-08	Non-Qualified Stock Option (right to buy)	$38.92	A	5555.0	Acquired	2024-09-07	Ordinary Shares (5555)	Direct
2014-09-08	Restricted Stock Units	$	A	2778.0	Acquired	2014-09-07	Ordinary Shares (2778)	Direct

Footnotes

F1: The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted on June 13, 2014.

F2: The sale price reported in column 4 of Table I represents the weighted average sale price of the shares sold ranging from $38.6400 to $39.3500 per share. Upon request by the Commission staff, the Issuer, or a security holder of the Issuer, the reporting person will provide full information regarding the number of shares sold at each separate price within the ranges set forth in this Form 4.

F3: Shares subject to the option vest monthly over four years beginning on August 20, 2012.

F4: The shares subject to the option vest at a rate of 1/12 per month following the vesting start date of September 8, 2014.

F5: Each restricted stock unit represents a contingent right to receive one share of Ambarella, Inc. Ordinary Shares.

F6: The restricted stock units will vest as to 1/4th of the restricted stock units each three months following the vesting start date of September 15, 2014, so as to be 100% vested on September 15, 2015.